OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
OEM Software development and License Agreement
Between
HEWLLET PACKARD COMPANY
And
SCANVEC AMIABLE, INC.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT
Agreement No: OM 12/00
This OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT (this "Agreement") is made
as of September 1st, 2000 (the "Effective Date") by and between SCANVEC AMIABLE,
INC., a company ("S-A") located at Xxxxxxxxxxxxx Xxxxx Xxx, Xxxxx 000,
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, XXX and HEWLETT-PACKARD COMPANY, a Delaware
Corporation and its Subsidiaries, divisions and affiliates ("HP"), especially
Hewlett-Packard Espanola, S.A. having a large and wide format printer division
("InkJet Commercial Division") located at Xxxx. Xxxxxxx 000, 00000 - Xxxx Xxxxx
xxx Xxxxxx, Xxxxxxxxx (Xxxxx).
Recitals:
WHEREAS, S-A designs and manufactures graphics software and composes related
documentation for use with the Macintosh, Power Macintosh and PC computers,
WHEREAS, HP desires to obtain a license from S-A of certain rights with respect
to certain of S-A's customized graphics software and related documentation used
with the Windows and Macintosh platforms, as designated herein, and S-A desires
to grant such license to HP, subject to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein and
intending to be legally bound hereby, the parties hereto agree as follows:
1 DEFINITIONS
1.1 "Program" shall mean S-A or third party's Licensed Software(s) listed and
described in Annex A annexed hereto and made a part hereof, in object code
form, supporting the Windows NT, Windows 2000 and Macintosh platforms,
including all Enhancements and localized versions thereto as further set
forth below supplied by S-A during the term of this Agreement, provided
resolution of Adobe CPSI 3011 issues, which resolution SA and HP agree to
use their reasonable best efforts to conclude, including but not limited
to working directly with Adobe for a solution.
1.2 "Documentation" means the manuals and other documentation that S-A
ordinarily makes available with the Program and any other documentation
and information regarding the Program which HP reasonably requests for
evaluation and use of the Program as contemplated herein, including those
items listed and described in Annex A hereto.
1.3 "Deliverables" shall mean the Developed Code for the Program,
Documentation and other materials to be delivered by S-A to HP with
respect to each Milestone.
1.4 "Specifications" means the technical and functional requirements for the
Program and/or Documentation as set forth or referenced in Annex A or as
otherwise agreed to by the parties.
1.5 "Development Program" shall mean the activities undertaken by the parties
hereunder for the development of the Program and Documentation satisfying
the Specifications pursuant to this Agreement, according more specifically
to Annex A.
1.6 "Development Work" shall mean the Program, Documentation and all other
results and items arising out of the Development Program, including
without limitation, all Deliverables, programming materials, inventions,
designs, notes, records, memoranda, documentation, models, prototypes and
other materials, as well as all Enhancements, derivatives and
modifications thereof, and all intellectual property rights thereto.
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1.7 "Enhancements" shall mean all error corrections, bug fixes, modifications,
new features, new functionalities, upgrades, versions and updates with
respect to the Program or Documentation.
1.8 "HP Property" shall mean all property, including without limitation,
models, tools, equipment, copies of designs and documentation and other
materials that may be furnished to S-A by HP or on HP's behalf or
separately paid for by HP for use by S-A in connection with this
Agreement.
1.9 "Milestone" shall mean each development or delivery milestone of the
Development Program as set forth in the "Milestone Schedule" attached
hereto as Annex A. "Milestone Payment" means a payment obligation related
to the achievement and acceptance of a particular Milestone.
1.10 "Specifications" shall mean the technical and functional requirements for
the Program and/or Documentation as set forth or referenced in Annex A or
as otherwise agreed to by the parties.
1.11 "OEM Products" means, collectively, the Program and Documentation
developed by S-A for HP under this Agreement.
1.12 "HP Printer(s)" means any HP printer model, in all its supported
configurations and subsequent revisions and replacements, and with all
associated peripherals, if any, that HP desires to use in conjunction or
otherwise integrate with the Program developed by S-A under this
Agreement.
1.13 "Subsidiaries" means an entity controlled by or under common control with
a party to this Agreement, through ownership or control of more than fifty
percent (50%) of the voting power of the shares or other means of
ownership or control, provided that such control continues to exist.
1.14 "Launch Date of the HP Printer" means the initial date of availability of
a HP Printer for sale and delivery to end-users. HP shall provide S-A with
notice of the Launch Date of the HP Printer with at least 30 days in
advance.
1.15 "Complete Copy" of Program includes (i) a master copy of the Program in
object code form (as specified on Annex A hereto) on the media described
on Annex A that satisfies all functional specifications set forth in the
Documentation, and (ii) all Documentation and technical manuals for the
Program in the form(s) and on the media described in Annex A.
2 DEVELOPMENT EFFORT
2.1 Development. Commencing upon the execution of this Agreement, S-A agrees
to use its best reasonable efforts to perform its obligations under the
Development Program, to achieve each Milestone and to deliver
Deliverables, which satisfy the Specifications.
2.2 Program Management and Changes. Each party designates the person(s) set
forth in Annex D as the primary contact of each party with respect to this
Agreement, which person(s) may be re-designated by a party by notice to
the other. In the event of a necessary or desired change in any material
aspect of the Development Program, the parties shall use their good faith
efforts to reach agreement regarding any such change in writing prior to
its implementation. A proposed change shall be initiated by the proposing
party in a written notice to the other party. The receiving party shall
review such proposal in a timely manner. The parties agree to discuss in
good faith the effect on each party of such proposed change, including any
effect on the objectives and/or cost of the Development Program.
3 DELIVERY AND ACCEPTANCE
3.1 Delivery. A detailed schedule for the development of the OEM Products and
the corresponding intermediate Milestones and Deliverables is specified in
Annex A. S-A agrees to use its best reasonable efforts to perform its
delivery obligations according to the provisions contained in this
Agreement and the Annex attached.
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Upon completion of each Milestone for which S-A is responsible, S-A shall
promptly notify HP and deliver to HP the corresponding Deliverables. Prior
to the delivery of any Deliverable, S-A will perform its internal testing
to assure that such Deliverable conforms to the Specifications. S-A agrees
to use its reasonable best efforts to perform its delivery obligations
according to the provisions contained in this Agreement and the Annex
attached.
3.2 Form of Deliverables. Deliverables consisting of software shall be in
object code form only. Deliverables consisting of Documentation shall be
in both human-readable and electronic formats. Other Deliverables shall be
in the form and format as specified in the Milestone Schedule attached
hereto as Annex A.
3.3 Acceptance. HP will have thirty (30) days from the date of receipt of a
Complete Copy of the Program to evaluate it for conformity with the
Specifications and shall either (a) accept the Program pursuant to the
provisions of this Section 3.3; or (b) return the Program for rework; or
reject the Program.
HP will be entitled to test and evaluate any intermediate Deliverable
and/or the Program by whatever means it deems appropriate consistent with
S-A's rights in the Deliverable and/or the Program, and S-A hereby grants
to HP any licenses needed for HP to perform its evaluation. Such licenses
will include the right of HP to use third party subcontractors to achieve
the foregoing, provided such subcontractors are approved in writing by S-A
and agree in writing to be bound by the confidentiality requirements of
Section 10.3 of this Agreement. If HP returns a Deliverable and/or the
Program for rework, S-A agrees to use its best reasonable efforts to
correct the listed defects and resubmit the Deliverable and/or the Program
for re-evaluation under the same acceptance procedure. HP shall provide
S-A with a written description of all listed defects in sufficient detail
to enable 5-A to identify the areas in which the Deliverable and/or the
Program do not conform to the Specifications. HP shall have the right to
reject a Deliverable and/or a Program only if S-A fails to materially
correct the listed defects within fifteen (15) days after HP has returned
the Deliverable and/or the Program to S-A for rework as described above.
In the event HP rejects a Deliverable and/or the Program, it will give S-A
written notice of rejection stating with specificity the reasons for its
rejection, and this Agreement will terminate with respect to that Program.
No payment will be payable to S-A unless the intermediate Deliverable
and/or the Program has been accepted by HP in writing. HP shall provide
S-A with HP's written acceptance within fifteen (15) days after the
Deliverable and/or the Program in question materially conforms with the
Specifications.
3.4 Program Enhancements. S-A agrees to deliver to HP a Complete Copy of any
Program enhancement within five (5) days of its release by S-A. HP will
have the right to test and evaluate the Enhancement under the acceptance
procedure described above.
3.5 Access to HP Printer Prototypes. In case S-A is provided with any
prototype of an HP Printer to assist S-A with its development and support
obligations hereunder, S-A agrees to comply strictly with the HP provided
confidentiality obligations specified in this Agreement in connection with
them, and agrees to implement at least the following additional security
measures in order to protect the secrecy of such HP Printer prototypes and
related printing supplies:
S-A will install the HP Printer prototypes in a secure, non-public
location within the S-A's premises.
Access to the HP Printer prototypes will be restricted to authorized
employees of S-A only who have signed the appropriate
confidentiality agreement.
The HP Printer prototypes must be covered with a cover when not in
use.
S-A will destroy all expired printing supplies (printheads, ink
containers, print cleaners, media,...) by following at least
the same measures as those usually expected from a reasonable
party to destroy its own confidential information.
The HP Printer prototypes will not be used by S-A for any other
purposes different than those related to this Agreement.
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HP will have the right to visit S-A's premises during normal
business hours, with a prior notice of ten (10) days written
notice by HP and not more frequently than twice in any twelve
(12) month period, solely for the purpose of verifying the
compliance of the security measures mentioned above by S-A.
4 OWNERSHIP AND LICENSES
4.1 License to the Program. S-A hereby grants to HP, under S-A's intellectual
property rights, a non-exclusive, worldwide license to use, reproduce,
display, distribute, import and disclose the Program in object code format
only for use in conjunction with an HP Printer.
Such use limitation will also apply in the case of Enhancements for
distribution to customers for support and maintenance purposes. Such
license will include the right of HP to sublicense distributors,
resellers, and other third parties to achieve the foregoing, and
distribute the Program and/or Enhancements through any method HP deems
appropriate, including but not limited to electronically through HP
websites.
4.2 License to the Documentation. S-A hereby grants to HP, under S-A's
intellectual property rights, a non-exclusive, worldwide license to use,
reproduce, display, translate, import, disclose, distribute, modify and
prepare derivative works or compilations of: (a) the Documentation, and
(b) modifications, derivative works and compilations based upon the
Documentation for use with a Program. These rights are exercisable in any
medium. Such license will include the right of HP to sublicense
distributors, resellers, and other third parties to achieve the foregoing,
and distribute the Documentation and modifications, derivative works and
compilations based upon the Documentation through any method HP deems
appropriate, including but not limited to electronically through HP
websites.
The right to modify and prepare derivative works and compilations is
granted solely for the purposes of combining Documentation of more than
one program, condensing Documentation, and formatting and preparing
Documentation for user accessibility.
4.3 License to Photograph (Marketing Materials). S-A hereby grants to HP,
under S-A's intellectual property rights, a non-exclusive, worldwide
license to capture visual images of the Program screen displays and
packaging, the Documentation and the CD-ROM, if any, and to use,
reproduce, display, perform, distribute, import and modify such
photographs and modifications and images solely in connection with HP's
marketing and support of the Program and training with respect to the
Program. Such license will include the right of HP to sublicense
distributors, resellers, and other third parties to achieve the
foregoing.
4.4 Restrictions. HP will not disassemble, reverse engineer or otherwise
modify any Program without prior written authorization from S-A.
4.5 Localized Versions.
The licenses granted hereunder with respect to the Program and associated
Documentation will include all localized versions thereof developed by or
on behalf of S-A. Upon the request of HP, S-A agrees to use its best
reasonable efforts to localize the Program for additional countries upon a
schedule and cost to be agreed upon in good faith by the parties.
In the event that S-A fails to make commercially available such a
localized version of the Program under the schedule agreed upon, then S-A
agrees to grant to HP, on terms to be reasonably agreed upon in good
faith, a non-exclusive license to modify the Program in order to localize
the Program, and the non-exclusive right to use, reproduce, display and
distribute such localized versions developed by HP, in object code form,
to end users directly or through HP's third party channels of
distribution. HP may subcontract its localization efforts, subject to
confidentiality restrictions reasonably satisfactory to S-A. Under such
license, S-A will provide HP, on payment terms to be reasonably agreed
upon in good faith, with reasonable technical assistance, all necessary
object code Program and any related compilers, utilities, listings or
other materials necessary for HP to create a localized version of the
Program, which HP agrees to treat as Confidential Information of S-A under
Section 10 herein in perpetuity or the longest period allowed by law.
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4.6 Trademarks. Neither party is granted any ownership in or license to the
trademarks, marks or trade names (collectively, "Marks") of the other
party. Notwithstanding the foregoing, S-A acknowledges that HP may use
S-A's name and the name of the Program in the course of marketing and
distributing such Program as bundled with the HP Printer. The style and
text regarding the aforesaid use shall be subject to S-A's prior written
consent. HP will assure that a notice is affixed to or accompanies the
Program stating that the Program incorporated therein is licensed
exclusively for use by the purchaser thereof, but only to the extent that
such use is reasonably necessary for the proper use of the HP Printers for
the purposes for which they were designed and providing that such Program
shall not be used otherwise than as authorized under the license terms.
4.7 Ownership. Subject to the rights and licenses granted to HP hereunder, S-A
retains all right, title and interest in the Programs and Documentation,
and the commercial exploitation of same, including, without limitation,
all copyrights, patent, trade secret, proprietary and/or all other
intellectual property rights.
Notwithstanding above,-S-A will need HP's prior written authorization to
use any material developed under this Agreement to develop, license,
distribute or market other software programs, and will not use any HP
know-how, confidential information or trade secret obtained, accessed or
received under this Agreement for any purpose other than the performance
of this Agreement without HP's prior written consent.
4.8 Software License Terms. HP will be entitled to use its then current
standard form software license terms for marketing and sublicensing the
Programs under this Agreement so long as the content of such software
license form is substantially similar to that contained in the form
attached hereto as Annex C.
End-user will have the right to install a copy of the Program in an
unlimited number of computer units connected to the HP Printer unit, as
far as the Program is used only in conjunction with such HP Printer unit.
4.9 Copyright Notices. Unless otherwise stated in the Annexes attached, HP
agrees that it will not remove any copyright notices, proprietary
markings, trademarks or tradenames of S-A from the Program or
Documentation. S-A and HP agree that a second HP copyright notice in HP's
standard copyright notice form may be added to any HP modification
authorized in writing by S-A.
5 PROGRAM MAINTENANCE AND SUPPORT
5.1 Maintenance and Support.
S-A agrees to provide HP and its customers with ongoing maintenance
and support for the Program as set forth in Annex A hereto. S-A
agrees to maintain such number of qualified personnel as is
necessary to provide such timely and knowledgeable maintenance and
support service.
Notwithstanding any termination of this Agreement other than
resulting from any breach of this Agreement by HP, S-A agrees to
maintain and support the Program distributed by HP for at least five
(5) years after the Launch Date of the Program.
In the event that S-A fails to comply with their maintenance and support
obligations under this Agreement and such failure continues for a period
of fifteen (15) days after written notice from HP to S-A, then S-A will
grant HP with a non-exclusive license to use object code of the Program in
order to maintain and support the Program, and the exclusive, worldwide
right to use, reproduce, display and distribute such modified versions
developed by HP, in object code form, to end users directly or through
HP's third party channels of distribution. HP may subcontract its
maintenance and support efforts, subject to confidentiality restrictions
reasonably satisfactory to S-A. Under such license, S-A will provide HP
with reasonable technical assistance, all necessary object code of the
Program and any related compilers, utilities, listings or other materials
necessary for HP to maintain and support the Program, which object code HP
agrees to treat as Confidential Information of S-A under Section 10 herein
in perpetuity or the longest period allowed by law.
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5.2 Technical Assistance and Training. S-A agrees to provide to HP such
technical assistance and training to HP personnel as set forth in Annex A
in order for HP to use, copy and distribute the Program as contemplated
herein.
5.3 New HP Printers. The parties intend that during the term of this
Agreement, the Program will be compatible with future releases and
revisions of the HP Printers, including new or revised versions of the
operating systems for the HP Printers, provided that such new HP Printers
support the Program, and with and future releases and revisions of
currently existing or non-existing third party host operating systems.
Upon request by HP, S-A agrees to use its best reasonable efforts to
provide HP with the Program adapted for use with such new HP Printers
within ninety (90) days after notification from HP, provided that HP makes
available to S-A such hardware and Program reasonably necessary for S-A to
develop and qualify such adapted Program.
Amounts to be paid by HP to S-A for these adaptations of the Program will
not exceed the then-existing rates S-A charges its most favored customers
for similar works.
5.4 Backward Compatibility. Any subsequent Program will be backward compatible
with the previous version of the Program provided by S-A under this
Agreement.
5.5 HP Proposed Enhancements. HP may from time to time request significant
functionality Enhancements to the Program. S-A agrees to use its best
reasonable efforts to provide HP with such functionality Enhancements to
the Program.
Amounts to be paid by HP to S-A for these Enhancements to the Program will
not exceed of the then-existing rates S-A charges its most favored
customers for similar works.
5.6 Obligation to update OEM products. S-A agrees to provide Enhancements to
the OEM Products as detailed in Annex A within 6 months from the Launch of
the HP Printer for localized PS drivers, localized installers and color
calibration. Furthermore, S-A agree to use its best reasonable efforts to
update the OEM Product as detailed in Annex A to be compatible with OS X,
pursuant to the OS X wording in Annex A, pages 27 and 30.
6 PAYMENT
6.1 Payment. HP agrees to pay S-A according to Annex B, unless otherwise set
forth herein.
(a) Milestone payments, if any, will be made within thirty (30) days
after acceptance by HP of the Deliverables associated with such
Milestone. In the event that a Milestone is missed due to a delay
caused by HP, half of the NRE due shall be paid to SA on the
original milestone date. The other half of the NREs will be paid
when the Milestone is achieved. In the event that a Milestone is
missed due to a delay caused by SA, HP shall not make the payment of
the NRE, until SA achieves the Milestone.
(b) Per-unit license fees, if any, will be based on the number of HP
Printers using the Program that are sold, will be earned on the date
HP ships such HP Printer to its customer, and will be paid quarterly
within thirty (30) days after expiration of each HP fiscal quarter.
Payment of per-unit license fees shall be accompanied by HP
documentation in reasonable detail identifying the number of units
sold to each HP customer during the quarterly period for which
payment is due. No license fee shall be due (i) for HP Printer units
reasonably used for development, training or demonstration purposes
by third parties, (ii) for HP internal use, or (iii) in the case of
shipments by HP to existing owners of HP Printers and the Program,
in order to upgrade, support or maintain the Program.
6.2 Audit. Upon fifteen (15) days prior written notice to HP, S-A may, at its
own expense, appoint a nationally recognized independent auditor, to whom
HP has no reasonable objection, or designate S-A's regularly engaged
certified public accounting firm, to audit and examine such records at
HP's offices during normal
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business hours, solely for the purpose of confirming the accuracy of
license payments hereunder. Such audit may be made no more often than once
every twelve (12) calendar month period. In the event that an audit
reveals an overpayment by HP, S-A agrees to promptly refund or credit HP
for such overpaid amount. In the event that such audit reveals an
underpayment by HP, HP agrees to pay for the audit and promptly pay S-A
the amount of such underpayment. This right of audit will be subject to
S-A's auditor executing HP's standard Confidential Disclosure Agreement.
6.3 Fee Warranty. S-A warrants that the amounts payable hereunder by HP are no
greater than those for any other licensee for similar quantities of those
software programs on similar non-HP hardware that correspond to the
Program under this Agreement, and S-A agrees to retroactively pass on to
HP the lowest rate or price it has given to any other licensee, commencing
effectively on the date it so grants the lower rate or price to any other
licensee.
6.4 Taxes. HP will be solely responsible for taxes on amounts paid to S-A by
HP under this Agreement, including all state and local use, sales,
withholding, property (ad valorem) and similar taxes, but excluding any
taxes based upon S-A's net income.
7 WARRANTY AND INTELLECTUAL PROPERTY PROTECTION
7.1 General Warranty. S-A warrants that it has full power and authority to
grant HP the rights granted herein and that the Program and accompanying
Documentation will be free of any and all restrictions, settlements,
judgments or adverse claims.
7.2 Program Warranty. S-A warrants that the Program referred to herein will
operate in accordance with and substantially conform to the Documentation,
manuals, any specifications provided or agreed to, and any relevant data
sheet or promotional literature provided by S-A to HP. Such warranty shall
remain in effect for a period of ninety (90) days from the Launch Date.
7.3 Encumbrances Warranty. S-A warrants that the Program referred to herein
will be free and clear of all liens, encumbrances, restrictions, and other
claims against title or ownership, be free from any liability for royalty
payments owed to any third parties, and, to the best of S-A's actual
knowledge, that the OEM Products delivered to HP will be free of viruses.
7.4 Year 2000 Compliance Warranty. S-A warrants that the Program will be "Year
2000 Compliant." Year 2000 Compliant Program will perform without error,
loss of data, or loss of functionality on account of any inability to
process, calculate, compare or sequence date data accurately. In addition,
Year 2000 Compliant Program will not cause any HP Printers in which they
may be used to fail in any of the ways described above. This 2000
Compliance warranty will remain in effect through January 31, 2001,
notwithstanding any other warranty period specified in this Agreement.
7.5 No Infringement.
(a) S-A warrants to HP that, to the extent of S-A's actual knowledge,
the Program, alone or when use in combination with the HP Printer
accompanying Documentation, trademarks, copyrights and trade names
of S-A referred to in this Agreement does not violate or infringe
any patent, copyright, trademark, trade secret or other proprietary
right of any third party and that S-A is not aware of any facts upon
which such a claim for infringement could be based. S-A will
promptly notify HP if it becomes aware of any claim or any facts
upon which a claim could be based.
7.6 Intellectual Property Protection.
(a) S-A will, at HP's option, defend and hold harmless HP, and its
Subsidiaries, from any claim, suit, or proceeding alleging that the
Program, or any combination of the Program with an HP Printer, or the
Documentation, or any part thereof, or any Printer provided as part of
S-A's support services furnished by S-A under this Agreement constitutes
an infringement of any third party's patent, copyright, trademark, trade
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name, other proprietary right, or unauthorized trade secret use. S-A
agrees to pay all damages and costs awarded with respect to such claim or
agreed to by S-A in any settlement of that claim, up to an amount not to
exceed $5,000,000 (FIVE MILLION DOLLARS) for each of the Programs/Products
annexed to this Agreement.
(b) In case any Program or Documentation or any part thereof in such suit is
held to constitute an infringement and its use is enjoined, S-A will, at
its own expense and at its option (i) procure for HP and its customers the
right to continue use, or (ii) if applicable, replace the same with a no
infringing program and documentation of equivalent function and
performance, or (iii) modify them so they become noninfringing without
detracting from function or performance.
(c) HP will give S-A prompt notice of any such claim or action, and will give
S-A the authority, information, and reasonable assistance (at S-A's
expense) necessary to defend. If S-A does not diligently pursue resolution
of the claim nor provide HP with reasonable assurances that it will
diligently pursue resolution, then HP may, without in any way limiting its
other rights and remedies, defend the claim.
(d) Notwithstanding the foregoing, S-A will have no responsibility for claims
arising solely and directly from (i) unauthorized modifications of the
Program made by HP if such claim would not have arisen but for such
modifications, or (ii) unauthorized combination or use of the Program with
Printers not contemplated herein if such claim would not have arisen but
for such combination or use.
(e) SA shall have no liability for any claim arising solely and directly from:
(a) the sale or use of a superseded or altered model or release of the
Program is such infringement would be avoided by the sale or use of a
current or unaltered model or release of the Program and such claim is
based on the Program which were sold by HP after a date agreed by both
parties; (b) the operation or use of any Program furnished under this
Agreement in a manner not contemplated by this Agreement and not otherwise
authorized in writing by an authorized representative of SA; (c) the
combination or use of any Program with equipment, software or other
material not contemplated by the present Agreement and not authorized in
writing by an authorized representative of SA, if such infringement would
have not occurred but for such combination or use; (d) any claim of
infringement by the combination the of the Program with the Hp Printer, if
the Program alone would not infringe and additionally the Program would
not contribute to such infringement.
(f) THIS SECTION 7.6 STATES THE ENTIRE LIABILITY OF S-A AND HP WITH RESPECT TO
ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE PROGRAM
OR DOCUMENTATION.
7.7 Epidemic Failure Warranty. In addition to the warranties specified herein,
S-A warrants the Program against epidemic failures through the fault of
S-A for a period of three years after HP's acceptance of the Complete Copy
of the Program. An epidemic failure means the occurrence of a failure
resulting in 70% of the Program user base expressing intent to return the
Program for refund. In the case of an epidemic failure through S-A's
fault, as S-A's sole liability for a breach of the aforesaid epidemic
warrants S-A shall reimburse HP for all reasonable out-of-pocket costs
incurred by HP in recalling, replacing, or repairing the affected Programs
in an amount not exceeding the amounts paid by HP to S-A under this
Agreement. Epidemic failure related reimbursements shall be made within
forty-five (45) days after receiving an itemized invoice therefore from HP
with supporting documentation in reasonable detail.
7.8 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, S-A MAKES NO
OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE
DELIVERABLES AND/OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY S-A UNDER
THIS AGREEMENT, THEIR MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR
PURPOSE.
8 TERM AND TERMINATION
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8.1 Term. Unless otherwise terminated earlier under this Section 8, the
initial term of this Agreement will be twelve months after the Launch Date
for the first HP Printer unit which use the Program (the "Term"). After
the initial Term, this Agreement will be automatically extended for up to
four (4) additional six-month periods, unless terminated upon 60 days
advance written notice by HP prior to expiration of the initial Term or of
any additional six-month periods. Notwithstanding, HP shall have the right
(and S-A will be obligated in such regard) to extend this Agreement for
the whole manufacturing life of the HP Printer, provided, however, such
extension will not exceed two (2) years in the absence of S-A's written
agreement to extend this Agreement for a longer period.
8.2 Termination for Breach. Either party may terminate this Agreement by
written notice to the other party if the other party breaches any material
provision of this Agreement and such breach is not cured within thirty
(30) days after written notice thereof is received by the breaching party,
or if such breach cannot be cured within such thirty (30) day period, such
longer period as may be necessary to cure the breach provided the
breaching party commences such cure within such thirty (30) days and
pursues such cure diligently to completion.
8.3 Cancellation of an HP Project. In case HP decides to cancel the
introduction of an HP Printer, HP may at its sole discretion terminate
this Agreement for the concerned Program by providing S-A with thirty (30)
days prior written notice. Upon receipt of such notice, S-A will use its
reasonable efforts to minimize the expenses to be incurred in such
thirty-day period. Upon termination of the Agreement, HP will reimburse
S-A for the reasonable expenses actually incurred by S-A under this
Agreement in connection with such Program.
8.4 Prior Termination. This Agreement may be terminated at any time upon sixty
(60) days prior written notice by either party if either party files a
voluntary petition in bankruptcy or under any similar insolvency law,
makes an assignment for the benefit of its creditors, becomes insolvent,
or if any involuntary petition in bankruptcy or under any similar
insolvency laws is filed against it, or if a receiver is appointed for, or
a levy or attachment is made against substantially all of its assets, and
such involuntary petition is not dismissed or such receiver or levy or
attachment is not discharged within ninety (90) days after the filing or
appointment thereof.
8.5 Effect of Termination.
In the event of termination by HP due to material breach of S-A prior to
delivery and acceptance of the Program to HP which remains uncured after
the applicable grace period:
S-A shall within fifteen (15) deliver to HP all development work
made prior to the effective date of such termination, in object code
only, and all HP property and information in S-A's possession
relating to the Program. In the event of such termination and
contemporaneously with the delivery, HP shall be relieved of all
obligations to make payments for any Deliverables that were not
accepted by HP.
S-A shall make available to HP all necessary object code relating to
the development work and any related compilers, utilities, listings
or other materials necessary for HP to develop or have developed the
Program, and will grant a license to HP on the pre-existing Program
under similar license terms than the license described in Section
4.1
In the event of HP terminates the Agreement due to a material breach of
S-A after delivery and acceptance of the Program which remains uncured
after the applicable grace period:
HP shall have the right to terminate this Agreement;
any licenses granted to S-A by HP hereunder shall immediately
terminate;
S-A shall immediately return to HP all HP property or information
then in possession of S-A.; HP will have the right of license to use
the Deliverables or the Program at least for the period of time up
to the end of the Term of the Agreement, according to Clause 8.1;
and
If HP elects not to terminate this Agreement, the rights and
licenses granted to and the obligations of HP under this Agreement
will survive so long as HP continues paying S-A the per-unit license
fees agreed
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under this Agreement and provides S-A with at least thirty (30) days
advance written notice of HP's election to terminate this Agreement.
(c) Notwithstanding any termination of this Agreement, all sublicenses
granted to end users for use of the Program and for which S-A has
been compensated under Section 6 of this Agreement will survive.
8.6 Survival. Notwithstanding any termination of this Agreement, the
provisions of this Agreement regarding, payment, support, warranty,
indemnification, liability, confidentiality, effect of termination and the
miscellaneous provisions will survive for a period of two (2) years from
the termination date.
9 LIABILITY
9.1 Indemnity. Either party agrees, at its sole expense, to indemnify, defend,
and hold the other party, its agents, employees, successors and assigns,
harmless for, and forthwith reimburse such party, its agents, employees,
successors and assigns, for any loss, cost, damage or expense (including
reasonable attorney's fees, expert fees and other reasonable costs of
litigation) up to the amount paid by HP to SA on the project covered under
the Agreement (including NRE's and license fees during the term of the
Agreement), arising from the breach by the other party of any of its
obligations under the terms and provisions of this Agreement.
9.2 Force Majeure. Neither party shall be liable for any failure or delay in
its performance under this Agreement to the extent that such performance
is rendered impossible due to acts of God, acts of civil or military
authority, fires, floods, earthquakes or other similar situations as far
as:
(a) the force majeure situation (i) was not reasonably foreseeable when
the agreement was made, (ii) is beyond the control of the
non-performing party and (iii) is not caused by the negligence or
willful misconduct of such party; and
(b) the non-performing party (i) has taken all reasonable steps to avoid
or mitigate such situation and its consequences, (ii) has not
defaulted in performing the obligation before the events occurs,
(iii) makes all reasonable efforts to remedy such delay in its
performance, including but not limited to actions under business
recovery plan, (iv) gives the other party immediate written notice
of such actual or potential situation cause, and (v) promptly
provide any further information in relation to the delay that the
other party reasonably requires.
If performance is delayed for a continuous period of I month or it is
foreseen that performance for a continuous period of three (3) months, the
party to whom performance is owed may terminated part or in full this
Agreement by written notice to the other party.
9.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS
EXPRESSLY PROVIDED OTHERWISE UNDER THIS AGREEMENT, NEITHER PARTY WILL BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
THE OTHER (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS) ARISING OUT OF
ANY PERFORMANCE OF THIS AGREEMENT OR IN FURTHERANCE OF THE PROVISIONS OR
OBJECTIVES OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED
ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, SAID
LIMITATION OF LIABILITY IN NO MANNER REDUCES OR LIMITS S-A'S OR HP'S
LIABILITIES AND INDEMNITIES UNDER SECTION 7.6 ABOVE OR THE PARTIES'
OBLIGATIONS UNDER SECTION 10.3 OF THIS AGREEMENT.
10 CONFIDENTIAL INFORMATION
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10.1 The Program. The Program in object code form and related Documentation
provided to HP hereunder are deemed non-confidential, and HP is not under
any obligation to S-A to restrict access to or use of such Program in
object code form or related Documentation, provided HP complies with the
terms of this Agreement.
10.2 Confidential Information. During the term of this Agreement, either party
may receive or have access to technical information, as well as
information about product plans and strategies, promotions, customers and
related non-technical business information which the disclosing party
considers to be confidential ("Confidential Information"). In the event
such information is disclosed, the parties shall first agree to disclose
and receive such information in confidence. If then disclosed, the
information shall (i) be marked as confidential at the time of disclosure,
or (ii) if disclosed orally but stated to be confidential, be designated
as confidential in a writing form by the disclosing party summarizing the
Confidential Information disclosed and sent to the receiving party within
a reasonable period of time after such oral disclosure. Notwithstanding
any provision to the contrary, all object code provided by S-A or HP to
the other, and all business information with respect to any unpublished
S-A or HP products, are deemed Confidential Information for the purposes
of this Section 10.
It is expressly agreed that at least the following information will be
deemed as HP Confidential Information for the purposes of this Section 10,
whether identified in written as confidential or not:
ERS (External Reference Specifications) documents
Interface Specification : PCL3GUI and PJL interface,
compression/filtering, printmodes description, color calibration
process, HP jetadmin
HP Printer and related printing supplies development and manufacturing
plans (volumes, pricing strategy, intro dates, features, etc), while
not public
HP formulation of color conversion (CMYK to CMY conversion formula)
10.3 Protection of Confidential Information. The receiving party will protect
any such Confidential Information of the disclosing party from
unauthorized disclosure to third parties with the same degree of care as
the receiving party uses for its own similar information for a period of
five (5) years from the date of disclosure, unless otherwise provided in
this Agreement. The foregoing restriction will not apply to any
information which is (i) already known by the receiving party prior to
disclosure, (ii) independently developed by the receiving party prior to
or independent of the disclosure, (iii) publicly available, (iv)
rightfully received from a third party without a duty of confidentiality,
(v) disclosed under operation of law without imposition of further
confidentiality requirements of the recipient of the Confidential
Information, or (vi) disclosed by the receiving party with the disclosing
party's prior written approval.
11 MISCELLANEOUS CLAUSES
11.1 Publicity. S-A and HP agree not to publicize or disclose the existence or
terms of this Agreement to any third party without the prior written
consent of the other party except as required by law, as expressly
permitted in this Agreement or, in the case of S-A, as otherwise deemed
necessary by S-A or HP in connection with disclosure to shareholders,
governmental or other regulatory organizations, and/or S-A's
professionals, subcontractors or consultants. S-A will not publicly
acknowledge that it is the source of the Program except as aforesaid. In
particular, no press releases shall be made without the mutual written
consent of each party. In order to minimize the risk of unintentional
disclosures of this Agreement by HP, HP will use its reasonable efforts to
inform its employees about the confidential nature of this Agreement.
11.2 Notices. All notices to be given under this Agreement must be in writing
addressed to the receiving party's designated recipient specified in Annex
D. Notices are validly given upon the earlier of confirmed receipt by the
receiving party or three days after dispatch by courier or certified mail,
postage prepaid, properly addressed to the receiving party. Notices may
also be delivered by telefax and will be validly given upon
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written confirmation of receipt. Either party may change its address for
purposes of notice by giving notice to the other party in accordance with
these provisions.
11.3 Annexes. Each Annexes attached to this Agreement is deemed a part of this
Agreement and incorporated herein wherever reference to it is made.
11.4 Independent Contractors. The relationship of the parties established under
this Agreement is that of independent contractors and neither party is a
partner, employee, agent or joint venturer of or with the other.
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11.5 Assignment. Neither party may, directly or indirectly, in whole or in
part, neither by operation of law or otherwise, assign or transfer this
Agreement or delegate any of its obligations under this Agreement without
the other party's written consent. Any attempted assignment, transfer or
delegation without such prior written consent will be void.
Notwithstanding the foregoing, either party, or their permitted
successors, assignees or transferees, may assign or transfer this
Agreement or delegate any rights or obligations hereunder without consent,
but with at least thirty (30) days advance and written notice to the other
party: (1) to any entity controlled by, or under common control with, the
assigning party, or its permitted successive assignees or transferees; or
(2) in connection with a merger, reorganization, transfer, sale of assets
or product lines, or change of control or ownership of the assigning
party, or its permitted successive assignees or transferees. No such
assignment shall constitute a release of the assigning party's
obligations, duties and responsibilities under this Agreement. In
addition, S-A shall have the right to assign its rights to receive any
payments from HP under this Agreement, prior communication of at least
thirty days (30) days to HP. Without limiting the foregoing, this
Agreement will be binding upon and inure to the benefit of the parties and
their permitted successors and assigns.
11.6 No Waiver. The waiver of any term, condition, or provision of this
Agreement must be in writing and signed by an authorized representative of
the waiving party. Any such waiver will not be construed as a waiver of
any other term, condition, or provision except as provided in writing, nor
as a waiver of any subsequent breach of the same term, condition, or
provision.
11.7 Best Efforts Obligation. Except as expressly provided herein, HP may at
its sole discretion decide whether or not to use or distribute the
Program, as it deem appropriate. Nothing in this Agreement shall be
construed or interpreted as placing a "best effort" standard upon HP with
respect to the use and distribution of the Program.
11.8 Non-Restrictive Relationship. Nothing in this Agreement shall be construed
to preclude HP from independently developing, acquiring from other third
parties, distributing or marketing other products which may perform the
same or similar functions as the Program provided under this Agreement.
11.9 Export Control. The parties agree to comply with all applicable United
States laws and regulations that may govern the export of Program abroad,
including the Export Administration Act of 1979, as amended, any successor
legislation, and the Export Administration Regulations issued by the
Department of Commerce.
11.10 Definition of Days. All references in this Agreement to "days" will,
unless otherwise specified herein, mean calendar days.
11.11 Headings. The Section headings used in this Agreement are for convenience
of reference only. They will not limit or extend the meaning of any
provision of this Agreement, and will not be relevant in interpreting any
provision of this Agreement.
11.12 Severability. If any provision in this Agreement is held invalid or
unenforceable by a body of competent jurisdiction, such provision will be
construed, limited or, if necessary, severed to the extent necessary to
eliminate such invalidity or unenforceability. The parties agree to
negotiate in good faith a valid, enforceable substitute provision that
most nearly effects the parties' original intent in entering into this
Agreement or to provide an equitable adjustment in the event no such
provision can be added. The other provisions of this Agreement will remain
in full force and effect.
11.13 Marketing Authority. Subject to the terms and conditions contained in this
agreement, HP shall have the worldwide, non-transferable, non-exclusive
right to market the New HP Printer bundling the Program [ILLEGIBLE],
provided that such marketing is consistent with the terms of this
Agreement. Without limiting the generality of the foregoing sentence,
nothing in this Agreement will be construed or interpreted to place a
"best effort" obligation upon HP with respect to marketing the HP printers
and the Program or preclude HP from independently, developing, purchasing,
licensing or marketing any product which performs the same or similar
function of the Program.
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11.14 Entire Agreement. Except as expressly provided for in this Agreement
neither party has, in executing this Agreement, relied upon any
representation or other statement made by the other party or the other
party's agents, representatives, employees, or attorneys. This Agreement
represents the entire agreement between the parties with respect to its
subject matter, and supercedes prior communications, understandings, or
agreements, whether oral or written. For purposes of construction, this
Agreement will be deemed to have been drafted by both parties. No
modification of this Agreement will be binding on either party unless in
writing and signed by an authorized representatives of each party.
11.15 Governing Law. This Agreement will be governed in all respects by the laws
of the State of New York without reference to any choice of laws
provisions.
11.16 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original.
Agreed:
HEWLETT-PACKARD COMPANY Scanvec Amiable, Inc.
By: By: /s/ Xxxxx Xxxxx
------------------------------- -------------------------------------
Print Name: Xxxxxxxx Xxxxxx Print Name: Xxxxx Xxxxx
---------------------- ----------------------------
Title: Controller Title: CEO
--------------------------- ---------------------------------
Annexes
Annex A - Description of Program and Specifications
Annex B - Pricing
Annex C - Software License Terms
Annex D - Program Management and Changes.
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ANNEX A
================================================================================
=========================
[HP LOGO](R)
invent
Eiffel RIP
Software Specification
for
Basic and WorkGroup SKUs
Version 4.2
HP InkJet Commercial Division
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Control Information
Table 1: Control Information
================================================================================
Control Item Details
================================================================================
Document Owner Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
Security Classification HP Confidential: This document contains proprietary
information that is the property of Hewlett-Packard
Co. (HP). This information may not be duplicated or
disclosed except as authorized by the document
owner.
--------------------------------------------------------------------------------
Table 2: Revision History
================================================================================
Revision Date Revision Description Originator
================================================================================
1.0 May 5, 2000 First Draft Xxxxxx Xxxxx
--------------------------------------------------------------------------------
2.0 May 10, 2000 Version reviewed with Eiffel Mktg and Xxxxxx Xxxxx
Solutions team
--------------------------------------------------------------------------------
3.0 July 12, 2000 Version reviewed with Scanvec/Amiable Xxxxxx Xxxxx
and HP Mktg
--------------------------------------------------------------------------------
4.0 Oct 30, 2000 Version reviewed by Xxxxxx according Xxxxxx Xxxxxxxx
to DJ500PS and later feedback.
Integrated the requirements for the
WorkGroup SKU in this same
document.
--------------------------------------------------------------------------------
4. 1 Nov 7, 2000 Changes from Marketing added. Xxxxxx Xxxxxxxx
Deleted the C size requirements.
--------------------------------------------------------------------------------
4.2 Dec 9, 2000 Deleted banner printing (typo) Xxxxxx Xxxxxxxx
Added S-A requested changes
================================================================================
This information is confidential and covered under Non-Disclosure agreements
already signed.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Table of contents
1. INTRODUCTION ........................................................... 21
1.1. SCOPE ............................................................ 21
1.2. PURPOSE .......................................................... 21
2. PRODUCT OVERVIEW & TARGET MARKETS ...................................... 22
2.1. EIFFEL BASIC SOLUTION ......................................... 22
User needs .......................................................... 22
2.2. EIFFEL WORKGROUP SOLUTION ..................................... 22
3. EIFFEL PLATFORM DESCRIPTION ............................................ 23
4. DELIVERABLES ........................................................... 23
4.1. AT DEVELOPMENT ................................................ 23
4.2. AT INTRODUCTION ............................................... 24
5. SOFTWARE RIP REQUIREMENTS .............................................. 24
5.1. MAIN FOCUS OF THE REQUIREMENTS ................................ 24
5.2. SOFTWARE RIP ARCHITECTURE FOR BASIC SOLUTION .................. 24
5.3. HARDWARE REQUIREMENTS FOR BASIC SOLUTION ...................... 25
5.4. SOFTWARE RIP ARCHITECTURE FOR WORKGROUP SOLUTION .............. 25
5.4.1. PRINT SERVER .................................................. 25
5.4.2. CLIENT WORKSTATIONS ........................................... 26
5.4.3. ACCESSES TO THE PRINT SERVER .................................. 26
Spoolers ............................................................ 26
Hot Folders ......................................................... 26
5.5. HARDWARE REQUIREMENTS FOR WORKGROUP SOLUTION .................. 26
5.6. LANGUAGE REQUIREMENTS ......................................... 27
5.7. DRIVERS ....................................................... 27
5.8. RESOLUTIONS ................................................... 27
5.9. DATA FORMAT ................................................... 28
5.10. DITHERING METHODS ............................................. 28
5.11. THROUGHPUT REQUIREMENTS ....................................... 28
5.11.1. RETURN TO APPLICATION (RTA) FOR BASIC AND WORKGROUP ........... 28
5.11.2. CHECK TO START PRINT .......................................... 29
18
5.11.3. PRINTING TIME ................................................. 29
5.12. SUPPORTED OPERATING SYSTEMS ................................... 30
5.13. WORLD WIDE SUPPORT ............................................ 30
5.14. COLOR MANAGEMENT .............................................. 30
Color accuracy goals ................................................ 30
5.15. PRINT QUALITY ................................................. 31
5.15.1. LEVELS OF PRINT QUALITY ....................................... 31
5.15.2. USER PERCEPTION OF PRINT QUALITY .............................. 31
5.16. SUPPORTED MEDIA TYPES ......................................... 31
Internal to commercial paper name table ............................. 31
5.17. MEDIA SUPPORT FLEXIBILITY ..................................... 32
5.18. PRINT MANAGEMENT .............................................. 32
5.18.1. MEDIA TRAY SELECTION .......................................... 32
5.18.2. MEDIA SIZE AND TYPE SELECTION ................................. 32
5.18.3. ENSURE NON-STOP-PRINTING, RENDER-WHILE-PRINT .................. 32
5.18.4. QUEUING ....................................................... 32
5.18.5. MULTIPLE COPIES ............................................... 33
5.19. LAYOUT MANAGEMENT ............................................. 33
5.19.1. PORTRAIT AND LANDSCAPE ........................................ 33
5.19.2. RESIZING AND SCALING BY PERCENT ............................... 33
5.19.3. FIT TO PAGE ................................................... 33
5.19.4. GRAYSCALE ..................................................... 33
5.19.5. MIRROR ........................................................ 33
5.19.6. CUSTOM PAGE SIZE .............................................. 33
5.19.7. AUTOMATIC DUPLEX PRINTING ..................................... 33
5.19.8. PREVIEW ....................................................... 34
5.20. FONT SUPPORT .................................................. 34
PostScript fonts .................................................... 34
Double-byte PS fonts ................................................ 34
OpenType Fonts ...................................................... 34
TrueType Fonts ...................................................... 34
Font Substitution ................................................... 35
19
5.21. CONNECTIVITY ..................................................... 35
5.22. MAINTENANCE TOOLS ................................................ 35
6. INSTALL/UNINSTALL REQUIREMENTS ......................................... 35
7. SUPPORT FOR SW RIP UPGRADES (TBC) ...................................... 36
8. INTEGRATION OF HP REGISTRATION PROCEDURE ............................... 36
9. COPYRIGHT PROTECTION ................................................... 36
10. COMPATIBILITY ......................................................... 37
11. QUALIFICATION ......................................................... 37
12. TRAINING, SUPPORT AND MAINTENANCE ..................................... 37
13. PRINT TEST SUITE ...................................................... 37
14. SCHEDULE .............................................................. 38
14.1. SOFTWARE PROGRAM SCHEDULE ..................................... 38
14.2. PROGRAM CHECKPOINTS ........................................... 40
15. SUMMARY OF REQUIREMENTS ............................................... 41
16. PENDING FEATURES FOR NEXT RELEASES .................................... 44
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Introduction
o Scope
This document covers the specifications for the "Basic" and "WorkGroup (WG)"
market solutions for the Eiffel product.
In this document we will highlight in blue color the parts of the document that
are specific to the WorkGroup solution, the rest of the documentation is common
to Basic and WorkGroup SKUs.
The Eiffel product is a Wide Format printer with a PCL3GUI built in interpreter.
The solution, a host-based program (PostScript RIP, for Raster Image Processor),
should be able to accept, process and convert specific input files into final
PCL3GUI data for this printer. This document is a high level specification of
this RIP.
Both, the hardware requirements and the user requirements of the host RIP are
covered in this document.
o Purpose
The document will be used to communicate Hewlett Packard Inkjet Commercial
Division (HP) requirements so that a third party company can understand HP needs
and based on that make the corresponding proposal, including resources,
schedule, financials, support and maintenance information.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Product Overview & Target Markets
Both the Eiffel Basic and WorkGroup solutions will consist of a B+ (first
release) printer bundled with the RIP software.
The product will be affordable, easy to use, provide high image quality, and be
plug and play. The RIP looks and acts like a printer driver but with many of the
capabilities that can be found only in a full-featured RIP. This driver RIP,
using standard Macintosh and Windows user interfaces, gives customers an easy to
use product with very simple installation and set up. This RIP is as easy to use
as selecting 'Print' from your favorite software application. It is key factor
that the workflow when using this driver like RIP is the same as with an
embedded PS printer.
All of this will be available to graphic artists, advertising agencies, and
in-house graphics departments as a localized solution in English, French,
Italian, German, Spanish, Japanese, Korean, Simplified Chinese, and Traditional
Chinese (EFISG + JCTK).
o Eiffel Basic Solution
The Eiffel Basic solution is targeted to individual graphic designers' or small
groups of graphic designers (groups of 1-3 people).
User needs
The key needs of the target market are as follows: Easy to buy, Affordable,
Flexible, Reliable, Easy to use, Fits in workflow, Productive solution,
Realistic output.
Key Product Attributes
The Basic Eiffel solution must deliver on all of the following:
Accurate color
IQ leadership
Speed
Proofing credibility
Media handling flexibility
Ease of use
Robustness
Smooth integration into Graphic Design workflow
o Eiffel WorkGroup solution
The Eiffel Work-Group solution is targeted to graphic designers'. It will
provide a SOLUTION to GA workgroups who need productivity & flexibility for
in-house printing. Target markets are:
o Design Studios
o Advertising Agencies
o Marcom Departments
o Pre-press Houses
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Those workgroups need an INTEGRATED PROOFING SOLUTION. The Eiffel WG Solution
should provide them PostScript and PDF printing for getting accurate proofs from
complex jobs created in graphics applications in Macintosh and Windows
environments. This will be done in a second release following the one specified
in this document.
The WG Solution is targeting workgroups of up to 10 graphic designers.
Compared to the Basic solution, the WG one will enhance efficiency by reducing
Return to Application times by implementing a client-server based solution.
Eiffel Platform Description
The Eiffel platform is the next HP DesignJet products for Wide Format. Its main
characteristics are:
o Wide format printer: B+ size
o Printing Specs:
o 6 user replaceable print heads Cyan, Magenta, Yellow, Black, light
Cyan & light Magenta.
o Color dye inks, with 0.0.xx. drop weight.
o Black dye ink for true black on glossy media.
o 2400dpi, photoret
o l6ppm in draft mono in special test files (printing time).
o 2mpp in normal & 4mpp in best mode, B size (printing time).
o Internal Color calibration device
o Languages: PCL3GUI embedded interpreter.
o Connectivity specs
o 2 EIO slots, one for EIO network card.
o USB and parallel
o TCP/IP (LPR en Mac), AppleTalk
o Media Handling
o 1 input tray with 250 sheets
o 1 output tray with 150 sheets
o Optional second input tray
o Optional duplexer
o Flat passthrough for thick media (the regular media path for
one sheet at once only)
Deliverables
HP expects to receive from the 3rd party a functional software solution that
will meet or exceed the specifications described through this document. This
includes the following components:
o At development
1. Standard Project documentation: the contractor will deliver standard
project documentation (project plan, quality and test plans and
schedule) as well as other documentation that might help
synchronizing the development (User Interface specifications, ...)
2. Intermediate Program releases: alpha and beta releases, before the
final Gold Master release, will be delivered, with documentation
describing the included functionality, limitations and code changes
between them (release notes).
3. Defect tracking information will be exchanged between HP and the
contractor in the development phase. HP will use the Troll system,
and the appropriate data format template, suitable for the
contractor, will be defined.
4. Beta software and documentation: for evaluation purposes, to be
installed at customer selected sites.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
5. Training Plan: for HP Technical support and HP "product experts" at
Customer Care Centers (CCC).
o At Introduction
6. Host-based SW RIP in CD-ROM for Mac & Win: It will meet the
functionality specs when installed in all the supported Operating
Systems, world wide.
There WG and Basic software will be in different CDs.
7. Localized Installer: The SW RIP could be split in several CD's,
based on geographical regions and the room needed for each SW RIP
version. A user friendly setup process is mandatory, so that the
user could install the software rebooting only once and having as
less interactivity with the installer as possible (even in Windows
USB).
8. Pantone tables and Colorsync files: provided by HP
9 Other components required for installation: These will include
PostScript drivers, and other OS required services and/or tools.
10. User Manuals (localized): These documents should cover the User's
Guide, Network installation, Color calibration. HP will provide the
localization of the documentation, by using the English version
provided by S-A.
11. Readme file: Last minute changes, application notes, known
limitations, not necessarily localized.
12. Software License. HP will provide the text file for the licensing
13. Artwork for the CD, Sleeve with HP logo, etc. Provided by HP.
14. HP will provide documentation of the PCL3GUI interpreter and the
extended DriverWare/Varware commands as required.
HP will decide on the strategy to follow in order to manufacture the software
RIP. This includes the final manufacturer of the CD-ROMs and any printed
material.
Software RIP requirements
o Main focus of the requirements
The main areas to be addressed by this solution are:
o Color accuracy and repeatability (taking advantage of internal color
calibration sensor).
o Ease of use (driver like).
o Reliability of the solution
We will have different software RIP architecture and hardware requirements for
each solution (Basic or WorkGroup):
o Software RIP architecture for Basic solution
The RIP will be running on a single workstation (PC or Mac). No support for
server based printing will exist. This means that the RIPing of the jobs will
always happen in the same computer from which the job is submitted for printing.
The architecture will provide a driver-like solution in such a way that users
can print just by selecting "print" in the application.
It won't be necessary to explicitly launch the RIPing application (automatic
launch at power up time or when a job is submitted for RIPing).
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
o Hardware Requirements for Basic Solution
The ideal and minimum hardware requirements are outlined in the table below.
Windows
--------------------------------------------------------------------------------
Ideal system Minimum requirements
--------------------------------------------------------------------------------
Intel Pentium III processor Intel Pentium II processor
Win Xxxxxxxxx, XX, X0000 Win Millenium, Win 95, 98, NT, W2000
128 MB RAM 64MB RAM
2GB available HD space (TBC) 1GB available HD space (TBC)
CD-ROM drive CD-ROM drive
--------------------------------------------------------------------------------
MAC
--------------------------------------------------------------------------------
Ideal system Minimum requirements
--------------------------------------------------------------------------------
MAC G4 PowerMAC
0S 9 OS 8.5.l, 8.6
128 MB RAM 64MB RAM
2GB available HD space (TBC) 1GB available HD space (TBC)
CD-ROM drive CD-ROM drive
--------------------------------------------------------------------------------
o Software RIP architecture for WorkGroup solution
The WG Solution will include three parts that need to be in place:
o The RIP itself, running in a host machine (server workstation), acting as
the controller of the Print Server
o The drivers, in the PC and Mac workstations
o The necessary mechanisms for the workstations to access the Server
Print Server
The RIP will act as a Printer Server, accepting jobs to be printed from several
sources. It will also control the communications with the Eiffel printer, to
which it is attached. It won't be necessary to explicitly launch the RIPing
application (automatic launch at power up time or when a job is submitted for
RIPing).
Mixed Environments
Once it is running, the Print Server will be accessible to all the workstations
connected in the network. If the network is supporting different protocols
(AppleTalk, TCP/IP), the RIP will be able to serve queries coming from any of
them. This would allow different platforms to coexist (e.g. WinNT print server
in a network of Mac clients).
It can be acceptable that mixed configurations are limited to a Window NT/2000
server running in an AppleTalk LAN:
o If the user installs the MAC services on WNT4.0 or W2000 server he will be
able to export the hot folder so that the MAC SW RIP client will be able
to print to FILE in the exported hot folder, then, the RIP server will get
the file from the hot folder and will print it
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Print Server/Client Server in same Workstation
The Print Server will be a dedicated machine, but since this can not be
guaranteed, it will also have the possibility of acting as a workstation
(Print Server and Client workstation in same CPU).
Client Workstations
All the workstations connected to the network will be able to send jobs to
the Print Server.
Macintosh workstations connected to the network will access the Print
Server through the Chooser. The Chooser will provide services for both the
AppleTalk protocol and TCP-IP (LPR).
Windows workstations connected to the network will be access the Server
using TCP-IP protocol.
A Printer Server serving different protocols at once will imply logical
accesses to it, but only one RIP software will be behind it.
Accesses to the Print Server
Different mechanisms must be put in place to allow access to the Printer
Server from the workstations.
Spoolers
Spoolers are logical accesses to the Printer Server, visible over the
network. A spooler can be assimilated to a queue, managed by the Print
Server.
Spoolers can be deactivated, not accepting jobs from the clients, or put
on hold, to accept jobs without further processing them. They also have
the capability of saving the spooled files, and the processed jobs (RIP'ed
files). The user can set these different behaviors in the Printer Server,
for each Spooler.
This architecture will provide a driver-like solution, from the client
perspective, in such a way that users can print just by selecting "print"
in the application.
If there is a conflict between the settings defined in the client driver
and the default settings defined in the server, the client settings will
be used. E.g. the user selects best quality while in the server defaults,
the quality is set to normal. The server settings will be used only when a
setting is not specified in the incoming PS file.
Hot Folders
The RIP will also "watch" designated repositories (folders/directories),
to automatically process files placed in the repository. Only files with
specific formats will be processed, though, and they will be deleted after
processing. This mechanism allows the client workstations to generate jobs
that need to be printed without the need of having the RIP up and running:
they can print from the applications using "Print to File", and save the
file in the designated hot folder.
o Hardware Requirements for WorkGroup solution
The minimum hardware requirements (server) are outlined in the table
below.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
--------------------------------------------------------------------------------
Ideal system Minimum requirements
--------------------------------------------------------------------------------
Win2000 server NT server
Pentium III processor Pentium II processor
500MHz 350MHz
256MB RAM 128MB RAM
4GB min disk space 2GB min disk space
--------------------------------------------------------------------------------
G4 MAC equivalent Mac G3
256MB RAM 128MB RAM
4GB min disk space 2GB min disk space
--------------------------------------------------------------------------------
o Language Requirements
o True Adobe PostScript level 3
o PDF 1.3 and previous (PS3 only).
o EPS
o TIFF (no 6.0)
o JPEG
o BMP (Windows only).
Direct PostScript(TM) printing:
Users will be able to easily send PS, EPS and PDF files to the printer. The
"Drag and Drop" feature for these types of files is a must feature.
o Drivers
o Adobe PS8.7 for Macintosh (EFGISJKCT)
o Adobe PS4.4 for Windows 95/98 (EFGISJKCT)
o Adobe PS5.2 for WinNT4.0 (EFIGSJKCT)
o Microsoft PScript for W2000 (EFIGSJKCT)
Support for MacOSX is a requirement for this product, but due to the level
of uncertainty about MacOSX technical requirements, it will be considered
as an extension to the current project. Schedule TBD when more info about
Mac OSX is available.
o Resolutions
The rendering resolutions that have to be supported are:
o 300x300
o 600x600
o 0000x0000
Specific resolution for each media and print quality will be defined by HP.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
o Data format
The RIP will send data to the printer in PCL3GUI format (spec to be provided by
HP). The data will be formatted as KCMYcm halftoned multilevel, with 3, 2 or I
bit per plane (a total of 12 bits per pixel is the typical case with 2 bits per
plane), ordered in planar format. For example, in the case of 2 bits per
channel, the format would be as follows:
K0K0K0K0K0K0K0K0K0K0...
K1K1K1K1K1K1K1K1K1K1...
M0M0M0M0M0M0M0M0M0M0...
M1M1M1M1M1M1M1M1M1M1...
C0C0C0C0C0C0C0C0C0C0...
X0X0X0X0X0X0X0X0X0X0...
X0X0X0X0X0X0X0X0X0X0...
Y1Y1Y1Y1Y1Y1Y1Y1Y1Y1...
c0c0c0c0c0c0c0c0c0c0...
c1c1c1c1c1c1c1c1c1c1...
m0m0m0m0m0m0m0m0m0m0...
m1m1m1m1m1m1m1m1m1m1...
o Dithering methods
The dithering mode will be selected automatically by the HP Imaging library
according to the print settings, so the user don't have to care about it (no
option is shown in the GUI).
There will be two different dithering modes. One will provide best quality
(error diffusion), while the other will provide faster throughput HP will
provide a halftoning library that will be integrated into the SW RIP. Based on
tput/quality tests, the best HT solution will be chosen.
o Throughput Requirements
The time to process a job is a function of a number of parameters including
whether background of foreground printing is used, complexity of the print job
(print quality, number of passes, color settings), load on the network, the CPU
(internal HD, amount of RAM, processor), and I/O channel.
Three fundamental time metrics are to be used in measuring performance:
o Return to application (RTA)
o Click to Start printing
o Printing
o Click to Clunk (just add click to start and printing times).
Return to Application (RTA) for Basic and WorkGroup
RTA is defined here as the time from starting the printing process (click) to
when the host is ready to continue normal working with application (no
noticeable performance degradation due to printing process). The generic goal
for RTA time equals 10% of the total printing time (click to start plus printing
time).
This will apply to Eiffel plot suite provided by HP. HP understands that actual
RTA time highly depends on specific plot and RIPping computer performance, so a
plot suite with specific RTA times defined for each plot will be provided by HP.
Reduced RTA is one of the main differentiators of the WG Solution versus the
Basic one. This is achieved thanks to the server based architecture where the
ripping of the print if performed
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
on the server and so the client workstation is not loaded. This is because in
terms of RTA shall be defined two different goals, one for the typical
configuration where the client is running on a different workstation than the
server, and another where client is running on the same workstation as the
server.
RTA: client on different workstation than server
Under this configuration the Ripping is not done on the client workstation.
The WG solution shall provide a RTA for the client which is equivalent to the
RTA there would be if instead of a SW RIP, an embedded PS printer was connected
to the client.
The goal for Eiffel is to obtain same RTA values as DesignJet 1055 when using
the PostScript driver (running on same workstation). ICD will provide target
numbers for the different plots included in the Eiffel plot suite.
RTA: client on same workstation than server
Same requirements as for the Basic solution. I.e.:
The generic goal for RTA time equals 10% of the total printing time (click to
start plus printing time).
This will apply to Eiffel plot suite provided by ICD. ICD understands that
actual RTA time highly depends on specific plot and RIPping computer
performance, so a plot suite with specific RTA times defined for each plot will
be provided by ICD.
Click to start print
This is the time since the starting of the printing process (ie, the users
clicks on "print" in the application) to the moment the printer effectively
starts to print.
Same requirements as for RTA.
Printing time
Once the RIP starts sending rendered data to the engine, a minimum rendering
throughput shall be guaranteed in order to avoid printing stopping in between
swaths (which can produce image quality problems).
HP will provide additional information with the required rendering tput
(Kbytes/s) for each particular media/print quality combination.
The compression algorithm to be applied to the generated raster data shall be
the method number 2 as described in the PCL Implementers guide ( TIFF Packbits
Encoding).
HP is responsible for defining a table of resolutions/print times that meets I/O
bandwidth as well as detailed throughput goals for the plots included in the
Eiffel plot suite (to be forwarded). Below you have a reference about the
required troughput:
o 4mpp best mode A3
o 4ppm normal mode A4 (lines or text)
o l6ppm fast mode
The contractor is responsible for providing a SW RIP that can provide defined
rendering speeds for the plots included in the Eiffel plot suite.
A requirement that must be clearly stated (for PQ reasons) is that the printer
must not stop printing. So the solution has to guarantee that once data is start
being sent to the printer the above Mbytes/sec speeds are guaranteed until the
end of the job (with PCL3GUI the printer starts printing as soon as the first
band is received).
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
o Supported operating systems
o Macintosh support for Mac 0S 8.5.1, 8.6, 9 (Mac OSX will be treated as a
separated project).
o Windows 95, 98, NT4.0 and 2000 support, including the Millenium release
(Windows 2000 upgrade of '98) to be launched in '2000.
o World wide support
The solution should ensure a WW supported RIP. In order to achieve this
objective, the following localizations shall be provided:
o English
o French
o Italian
o German
o Spanish
o Japanese
o Chinese
o Taiwanese
o Korean
The contractor shall guarantee that the English version of the software RIP
works well under the main Operating Systems not mentioned above: rest of Europe,
Arabia and Israel.
o Color management
Pantone emulation (Pantone certified for key media and CMYK emulation tables for
rest of medias/printmodes).
o Ink Press emulation for:
o SWOP
o Euroscale
o Toyo
o DIC
o Capability for user adding new input ICC profiles
o ColorSync compatible
o Built-in ICC output profiles (for supported medias). The profiles
will automatically selected according to media type and quality
level.
o Possibility of adding new ICC output profiles for new user defined
medias
o Easy Pantone
o Automatic Black replacement.
Color accuracy goals
o Best Glossy accuracy 5-10 dE
o Best HeavyCoated accuracy: 5-10 dE
o Best Glossy consistency: 5-10 dE
o Best HeavyCoated consistency: 5-10 dE
(Note 5 dE = 95% of the colors inside gamut (in glossy best) have
to have less than 5dE color difference from the target)
Internal Color calibration tool
To guarantee color accuracy and consistency, a color calibration mechanism will
be supported.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
This consists on a densitometer like device integrated into the Eiffel printer.
The calibration process, that shall be supported by the SW RIP consists on the
following steps (just general mechanism, HP will provide a more detailed
specification of the calibration process):
1. Customer initiates color calibration from RIP.
2. The RIP sends a page consisting of several patches
3. The RIP sends the order for the printer to scan the calibration
4. Printer scans calibration patches and communicates back to the RIP
Lab values for each measured patch
5. The RIP stores correction values for following plots.
In the WorkGroup solution the calibration values will be stored in the server in
the same way than is done for each Basic solution workstation.
The color calibration process could be launched from the server and the Basic
workstations through the SW RIP graphical interface.
o Print Quality
Levels of Print Quality
Several levels of print quality should be available for the user:
o Fast
o Normal
o Best
o Super best
Not all quality modes will be supported for each media. HP will provide
detailed information about which quality modes shall be enabled for each
media.
User perception of Print Quality
95% of the prints have to be equal or better than the Threshold (Same as
in all the HP programs but with a different threshold).
o Supported media types
--------------------------------------------------------------------------------
Internal to commercial paper name table
--------------------------------------------------------------------------------
Internal name Commercial name
--------------------------------------------------------------------------------
Plain paper Plain paper
----------------------------------------------------------------
HP Bright White Inkjet
--------------------------------------------------------------------------------
Coated paper HP Premium InkJet Paper
--------------------------------------------------------------------------------
Heavy HP Professional Brochure and Flyer Paper-Matte finish
--------------------------------------------------------------------------------
Glossy 1 HP Design Photo Paper
--------------------------------------------------------------------------------
Glossy 2 HP Premium Photo Paper Glossy
----------------------------------------------------------------
HP Premium Plus Photo Paper Glossy
----------------------------------------------------------------
HP Premium Plus Photo Paper Matte
----------------------------------------------------------------
TBD
--------------------------------------------------------------------------------
Proofing 1 TBD
--------------------------------------------------------------------------------
Proofing 2 TBD
--------------------------------------------------------------------------------
Glossy 2-side HP Professional Brochure and Flyer Paper Two-sided Gloss
--------------------------------------------------------------------------------
Xparency HP Premium InkJet Rapid-Dry Transparencies
--------------------------------------------------------------------------------
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
o Media Support Flexibility
In addition to giving the option to add a user generated profile, we would also
add a generic menu option for "Other Glossy" or "Other Coated", etc media class.
HP would then provide a special set of resources for each media class which
would apply a generic set of printmodes and separation functions but would apply
very conservative ink limits, but optimized for the "class" of media in use.
This would give the user potentially lower color gamut, but lower risk of head
crashes for an unknown media.
The user would still be required to pick up from a list to select the
appropriate ICC profile to apply for the "Other .." media to use.
This option will be available only from the Basic and Workgroup Server
configurations, not for the Workgroup client one.
o Print management
Media tray selection
Capability to select between the available media trays:
o default input tray
o optional secondary tray
o flat passthrough path.
It has to be noted that Eiffel printer does not have alphanumeric front
panel. This means that media tray selection has to be done through the SW
RIP.
In the WG SKU this feature shall be available from the client and server
computers.
Media size and type selection
Media size and type selection shall be done through the SW RIP. This is
the only mechanism provided by to the user to select media type and size
(those parameters can not be directly selected through the printer front
panel).
In the WG SKU this feature shall he available from the client and server
computers.
Ensure non-stop-printing, Render-while-print
Printing starts as soon as rendered bands for a page begin to be received
by the printer. The RIP concurrently continues to complete rendering of
the bands for the page being printed.
The user shall be able to enable/disable the print while rendering option.
Disabling this option has a negative impact on throughput (as rendering
and printing tasks are not paralleled), but can be necessary for users
that have a HW with less power than necessary to guarantee the required
rendering speed to not stop printing
This is going to be supported only for Windows versions.
Enabling/disabling print while render option will only be available from
the server computer.
Queuing
Queuing capabilities:
o Queue status information
o Cancel current job
o Cancel a queued job
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT N0 12/00
o List of already printed jobs (2nd priority)
o Ability of reprinting a job without having to render it (save
rendered jobs in Mac and Windows). (2nd priority)
Multiple copies
Capability of selecting multiple copies from the printer driver.
o Layout management
All features described here shall be accessible from the client workstation (and
from the server just to set default values in case are no specified in the
incoming PS file).
Portrait and Landscape
Resizing and scaling by percent
Fit to page
Grayscale
Mirror
Custom page size
No issues with margins and custom page size in any of the top
applications: Adobe Illustrator, Adobe PhotoShop, Adobe Page-Maker, Adobe
In-Design, QuarkXpress, PowerPoint.
Full Bleed
The user must be able to specify ink areas for printing and the system
will automatically specify and add the appropriate margins according to
the media type. It is therefore important that customers are able to
differentiate between media sizes. B+ and custom media sizes must be
supported (e.g. load a B+ and have B printable area).
Automatic duplex printing.
Automatic duplexing
Automatic duplex printing will require the SW RIP to send an escape
sequence in the job header to indicate to the printer engine that it has
to automatically do reverse each page. The SW RIP will also have to handle
rotation of the image on the second side of each page within a sequence to
be duplexed.
Automatic duplexer is a HW option for Eiffel.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Preview
The main value from preview is to indicate when there is clipping or not.
o Font support
PostScript fonts
PS3 comes standard with 136 Roman fonts and these should automatically be
installed on a user system:
o When Macintosh or Windows drivers are installed
o At a moment selectable by the user
Double-byte PS fonts
Additional support is required for those localized versions (CJKT) that make use
of double byte fonts. Two different font technologies, CID and OCF, are
currently in use and must be supported. The best way verify that functionality
is by qualifying specific sets of fonts for each language:
================================================================================
Country Requirement PS fonts True Type
--------------------------------------------------------------------------------
Japan Ryumin-Light KL Support: Adobe Type Library
and Gothic-BBB Medium
Korea Bundle: (TBD)
Qualify: SoftMagic, HanYang,
Sandol, Hancom and C2D2.
Qualify: Hanyi and Founder Qualify: Hanyi,
Founder, Synotype
Taiwan Qualify: Arphic Qualify: Arphic
================================================================================
For Japan, two font families from Morisawa will be included on the CD-ROM and
installed automatically on the user hard disk. These fonts are Ryumin-Light KL
and Gothic-BBB Medium. Copy protection scheme transparent to the user.
OpenType Fonts
On Windows 2000 environment, OpenType technology (TrueType and PostScript
integration) is supported. The software RIP should contemplate it.
TrueType Fonts
These fonts are supported by all the Operating Systems (Windows 9X, Windows NT
and Mac OS), but each one is handling them very differently, depending on the
driver capabilities:
o On Windows 9X, the AdobePS driver can convert TrueType fonts to Type 42
before sending it to the PostScript interpreter. They can be used
effectively.
o On Windows NT and Macintosh OS Microsoft and Apple drivers cannot properly
convert TrueType fonts to a PS format. AdobePS drivers do convert TrueType
fonts, but only recent versions are localized.
All this should be taken into account when the RIP is processing PS/EPS jobs
generated externally.
In order to process embedded TT fonts on those scenarios we would like to have a
SW RIP that supports direct TT rasterization, but only if this is not involving
a separate module to be developed from scratch (for instance, if the new CPSI
version is including this functionality, HP will require to use it).
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Font Substitution
A font substitution mechanism (font-mapper) is required, so that the fonts that
are requested in a PS print job are appropriately handled.
If a font requested by a job is not found on the system, certain substitutions
will take place (i.e., use Courier font in a Roman environment, another
substitution that makes sense in non-Roman environments).
This mechanism can also be used to create font mappings (specific font
substitutions) that can solve font naming issues, or TrueType to PostScript
aliases.
This Font-Manager also will cover double-byte fonts. It could be released as a
separate utility, installable with the software RIP, with the appropriate
documentation.
o Connectivity
Connectivity will be provided through:
o MAC:
o USB interface (when the OS and driver are supporting it)
o AppleTalk
o TCP/IP
o Windows:
o ECP parallel port interface
o USB
o TCP/IP
o Maintenance tools
Certain maintenance functions will be accessible through the RIP user interface:
o Print log file containing information for the user about jobs
started/finished, problems descriptions, ...)
o Our goal will be to have a link to an external tool that will implement
the different maintenance services. HP will provide the external tool and
the command to launch it for PC and MAC. The RIP will launch the tool from
an option in the Help Menu of the main SW RIP window.
If the user didn't install the Maintenance tool you should prompt a dialog box
explaining that the tool is not available, but the user can install it from the
SW RIP CD.
Install/Uninstall requirements
The CD ROMs will use an autorun mechanism to automatically "boot up" when the CD
is inserted in the drive provided that this feature is supported on the host
computer. If autorun is not supported the user will start the installation by
launching a setup application located at the root level of the CD.
The start-up screen gives the user the option to select one of the supported
languages. Once a language has been selected all other dialog box selections,
prompts, and user help will be in that same language.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
After the language selection screen it will appear a window showing the
different pieces of software that can be installed:
o SW RIP
o Maintenance tool
o HP registration
For the Basic solution there will be only one option to do the SW RIP
installation.
In the case of WorkGroup solution, it will be provided 2 installation options
for the SW RIP, one for the server workstation and another one for the client
workstation.
It shall be possible to upgrade a workstation with the Basic Solution installed
to Client or Server WG Solution without any negative or incompatibility effect.
If at installation time, it is detected an older version of the software, the
installer shall be able to do the upgrade to the new version in a manner
transparent to the user.
It shall be provided a tool to uninstall the software RIP.
Support for SW RIP upgrades (TBC)
During the life of this product there will be some distribution of patches that
will require the distribution of new files that should be copied to some RIP
folder, in the way of "service packs". The SW RIP should provide support to this
maintenance tasks.
For instance, if we have to distribute a new dll file to 20 users that are using
the SW RIP 1.0:
o S-A will create an patch1.exe file containing the file and the
instructions to copy it to the right directory
o HP will publish this file in the HP technical support WEB site
o The user will upload the file and will run it so:
o The modification will be stored in the local "upgrade log" file
o The file will be automatically copied to the right folder
In order to make easier the access to the new "service packs" the SW RIP will
have an additional option in the Help Menu that will launch the standard WEB
browser with the right HP WEB URL address (to be provided by HP).
Integration of HP Registration procedure
The SW RIP (Basic or Server) will launch the HP registration tool by running the
standard WEB browser in the workstation (PC or MAC), and calling at the HP
registration URL.
This can be done at installation time or the first time that the user runs the
SW RIP.
Copyright Protection
The SW RIP will check the printer's model identification at installation time in
order to ensure the device is licensed to use the RIP facilities.
As mentioned above, the Japanese version of the software will implement a
software protection scheme that will be password protected. This will allow the
installation of the two Japanese fonts. The password will be in the form of a
user number and product password.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Compatibility
Compatibility with any other PostScript and Windows drivers of the DJ5000PS,
DJ500 and DJ800PS printer models.
Compatibility with other CPSI SW RIP (can coexist in same computer): DJ500PS SW
RIP and Eiffel Heidelberg SW RIP (for second release, in this case).
Qualification
The software solution shall be qualified as meeting the specifications defined
in this document. The contractor can propose a qualification solution taking
into account the above requirement.
Quality and Test plans should be shared as part of the agreement with HP.
HP will develop several subsystem qualifications (Ambient Writing System,
Environmental Writing System, Print Quality, Color Fidelity) as well as system
testing. This could include installing pre-releases at qualified beta-sites.
Training, Support and Maintenance
The contractor will provide the following additional services:
o Worldwide training classes in the US, Europe and Asia for HP support
people.
o Technical support consulting for HP Customer Care Center (CCC) people
o Upgrade versions to support new version of OS and major applications.
o Maintenance releases according to market needs (to be agreed additional
fees) in order to fix post-intro bugs.
HP expects the contractor to train a designated engineer (from the Technical
Marketing Department) on the features and use of the RIP, so that he can be the
focus from HP for post-introduction support.
HP will deliver first level of support to customers through its Customer Care
Centers. A second level of support will be provided by DesignJet On-Line. It
will run under the responsibility of HP Sales Support Department.
There should exist a formal maintenance support agreement to address those
issues that DesignJetOL can not resolve. Critical issues appearing after the
contractor has released the solution to HP should be addressed according to its
impact.
A typical HP product is supported during five years after its introduction to
the market. The agreement with the contractor should contemplate this support,
and explicitly refer to the OS introduced during that period.
Print Test suite
HP will provide a test suite consisting on typical user prints. The Eiffel
Solutions shall be able to process all those prints meeting the above defined
specs.
This list shall be used as a guideline for making the proposal in order to
understand better the typical complexity of the jobs that will have to be
printed.
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OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Schedule
o Software Program schedule.
The following table includes a schedule outline for the activities occurring
before project start and project completion dates. HP expects to receive from
the contractor a development plan and schedule with the different activities and
milestones carried on from project start to project end.
Date Major Milestones Owner Comments/Requirements
28 Jun 00 Eiffel I/L (color&sol) HP Need feasibility proven:
S-A o Integrated Schedule
o Specs closed and feasible
o Test plan
o Tput feasibility check
o Data format selected
o Color/PQ feasibility
--------------------------------------------------------------------------------
15 Jul 00 Eiffel driver on S-A Amiable provides PCL3GUI driver
PhotoPrint Server for Photo Print Server so HP can
evaluate Amiable color pipeline
--------------------------------------------------------------------------------
1 Aug 00 Pipeline decision HP Based on results from Amiable pipeline
test, HP decides using Amiable
pipeline or CHI.
--------------------------------------------------------------------------------
31 Jul 00 e-board simulator HP Eiffel simulator available to develop
checkpoint general functionality.
Shall include following functionality:
o 6-channels,
o data format,
o resolutions,
o plug in network (AppleTalk & TCP-IP,
parallel) (no USB)
Also at this point HP has to provide:
o Specs for PCL3GUI with all required
modifications
o Varware+ specs
o Color calibration mechanism defined
and documented
--------------------------------------------------------------------------------
1 Aug 00 e-board availability HP HP sends simulator to 3 parties.
--------------------------------------------------------------------------------
18 Set 00 Pre-Alpha SW RIP S-A First SW RIP release including:
release o 6 channels,
o data format,
o color calibration mechanism (bidir
included), -no tested on printer-
o halftoning algorithms (this version
uses 3rd party pipeline)
o modifications to UI
o support of tray mgmt.
o auto-duplex functionality
--------------------------------------------------------------------------------
15 Set 00 Upgrade e-boards HP HP sends AX3 to 3rd parties and
with Ax3 updated code that includes:
o USB
3rd party uses this to test USB
connectivity and performance.
--------------------------------------------------------------------------------
1 Oct 00 LP0 code release HP This is the release that will go
LP0 Build start with LP0 printers delivered to 3rd
parties. It shall include:
o Print capability (limited number of
PMs, not optimized for PQ fine
tuning)
o Character generator
--------------------------------------------------------------------------------
1 Oct 00 HP libraries HP HP pipeline libraries integrated into
integration S-A Amiable code (1 Oct to 15 Oct).
--------------------------------------------------------------------------------
16 Oct 00 Alpha SW RIP release S-A S-A delivers RIP version including
(Windows) fixes to last release and HP library
integrated.
--------------------------------------------------------------------------------
38
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
--------------------------------------------------------------------------------
S-A ends execution of tput check test
(including USB)
--------------------------------------------------------------------------------
24 Nov 00 LPO shipped from HP HP First mechanical prototype.
It's supporting:
Bi-di through TCP/IP, USB, AppleTalk
Varware+ for Close Loop Color
Calibration
Color calibration algorithms
First XML data for Tier I media:
HP format for data and files
--------------------------------------------------------------------------------
28 Nov 00 Alfa program FW code HP This is the release for the HP Alfa
release (Pre- program. Functionality shall be
Functionality complete complete for items affecting Beta
for items affecting S-A) SW RIP coming next.
--------------------------------------------------------------------------------
5 Dec 00 Beta SW RIP release S-A In general, all Windows functionality
(Windows) shall be complete but exceptions:
No WS fine tune
No Error hiding
Not all media/quality PMs available.
Concentrate on Best and Normal for
Tier I medias. No CPSI 3011
Only English localization.
Troughput metrics for all the IOs
Required for WS development, alpha
program.
--------------------------------------------------------------------------------
13 Nov 00 LP1 build start HP
--------------------------------------------------------------------------------
15 Dec 00 LP1 delivered to S-A HP First mechanical platform for WS
fine tuning in 3rd party.
--------------------------------------------------------------------------------
15 Dec 00 FW WS functionality HP Last opportunity for ME, EE, WS asking
freeze for new FW functionalities (required
22 Dec 00 XML data: all medias/ to meet End Dec functionality
printmodes complete).
Varware+ for device check supported in
FW
--------------------------------------------------------------------------------
19 Jan 01 Functionality complete HP Bug fixing
26 Jan 01
--------------------------------------------------------------------------------
16 Jan 00 XX XXX Xxxxxxx X-X English release candidate for SW RIP:
functionality complete MAC and Windows (GUI, ...)
(pre-QA) Close Loop Color
Porting to CPSI 3011 (PDF 1.3)
Complete media/quality PMs
integrated (XML data)
--------------------------------------------------------------------------------
16 Jan 00 Provide HTML files HP
--------------------------------------------------------------------------------
12 Feb 01 SW RIP English Release S-A Basic/Workgroup installers
Candidate Integrate final media and
printmodes (XML)
Add final changes and fixes according
to HP and S-A testing
Starting point for FIGSJKCT
localization
Required for beta program (Feb 22),
and Pantone certification.
--------------------------------------------------------------------------------
12 Mar 01 WS resources delivered HP ICC profiles frozen.
to S-A
Pantone deliverables Integration of Pantone tables
to S-A
--------------------------------------------------------------------------------
19 Mar 01 SW RIP English GM S-A Final English version.
SW RIP WW RC Release candidate for all languages
(EFIGS+JKCT)
Required for early bird (customer)
program.
--------------------------------------------------------------------------------
23 Apr 01 WW GM S-A Final GM with all languages
(EFIGS+JKCT). Pantone certification
data integrated.
--------------------------------------------------------------------------------
These dates assume that hardware and prototypes that are being developed in
parallel with the software RIP are stable and completely functional on time.
Writing System (pens, inks, printmodes, etc.) is also crucial for color and
print quality tasks.
Complete schedule with specific dates and deliverables from HP will be available
in a different document.
39
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
o Program checkpoints
The software RIP for Eiffel is part of a bigger project and needs to keep in
mind this broader view of the program. The definitions of the program
checkpoints might help:
--------------------------------------------------------------------------------
Check Point Date Activities
--------------------------------------------------------------------------------
D.O. Dec '99 Program commitment to HP management about:
Design Objectives 1. Product Definition & target
2. Default program schedule
3. Partners selected and agreement from
partner about product feasibility/features
and schedule default plan
4. Resources in place or booked to meet
schedule and features
5. List of issues to close by next checkpoint
(I/L)
6. Forecast & financials
7. Program priorities
--------------------------------------------------------------------------------
I/L June Program commitment to HP management about:
Investigation to '00 1. Committed Program schedule. Date
Lab communicated outside the program, to all
the HP Marketing centers.
2. Committed integrated staffing and resource
plan.
3. Committed Feature set for Product and RIP.
4. Committed cost goals.
5. Review Forecast & revenues.
6. Feasibility of critical area passed.
7. Goals aligned with Marketing centers.
8. Rollover plan defined
9. SKU portfolio closed
--------------------------------------------------------------------------------
L/P Sep'00 1. Design meets key specs
Lab to Prototype 2. Intro plan detailed by region
3. RC for all the SW parts (meets
functionality). Includes RIP
4. WW Mfg. Plan
5. Financial review
6. Complete and closed alignment with
partners
7. Engineering documentation completed
--------------------------------------------------------------------------------
Intro Trigger TBD 1. Whole product definition frozen
2. Schedule communicated to sales offices
3. No no-ship issues
4. Minor issues with clear plan, resources &
fixed date
--------------------------------------------------------------------------------
Shipment Release TBD 1. Manufacturing capability demonstrated
2. Product & SW reliability goals met
3. Regulatory approvals complete
4. ME parts into Rev. A
5. Products starts to be shipped outside HP
--------------------------------------------------------------------------------
It is worthwile to note that at I/L the program commits to a schedule and the
set of features for the product.
40
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Summary of requirements
The following table shows a summary of Eiffel Basic/WorkGroup solutions
requirements, compared to the DJ500PS one.
--------------------------------------------------------------------------------
Requirement DJ500PS Comments
--------------------------------------------------------------------------------
Architecture
o Driver like. Yes
-------------
o Standalone and client server No
-------------
o Client server support (WorkGroup) Yes
--------------------------------------------------------------------------------
Font support
o 136 Roman fonts Yes
o 2 Japanese Morisawa Yes
o TBD Korean fonts bundle Qualification
o CID fonts Yes
o OCF fonts Yes
o True type fonts Yes
o Open type fonts Yes
o Font mapper tool Yes Only CKT, no J
--------------------------------------------------------------------------------
Connectivity
o MAC and Windows: USB Yes
o Windows parallel: ECP Yes
o MAC and Windows: TCP/IP Yes
o MAC Appletalk Yes
--------------------------------------------------------------------------------
Install/uninstall
o Installer (localized) Yes
-------------
o Uninstall shall be possible Yes
-------------
o Upgrade from older versions No
-------------
--------------------------------------------------------------------------------
Others
o Copyright protection Yes
-------------
o Compatibility with other PS No
printers installed -------------
-------------
o Compatibility with other CPSI SW RIPs No
-------------
--------------------------------------------------------------------------------
HW requirements (depending on SKU)
o 128MB RAM 64MB
-------------
o 1GB HD 500MB 1GB client/server
-------------
o Mac G3 and later PowerPC, iMac
o PC Pentium II and later Yes
--------------------------------------------------------------------------------
41
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
--------------------------------------------------------------------------------
Operating Systems
o Mac OS 8.5.l, 8.6, 9 Yes
-------------
o (Mac OsX is a complementary project) No Post-intro support
------------- of MAC OS X
o Win 95, 98, NT4.0 Yes
o Win 2000 Yes
-------------
o Millenium No
-------------
--------------------------------------------------------------------------------
Localizations
o EFIGSJKCT Yes
o E works in WW Yes
--------------------------------------------------------------------------------
Drivers
o Adobe PS8.7 on MAC (EFGISJKCT) Yes
o Adobe PS4.4 on Windows 95/98 Yes
(EFGISJKCT)
-------------
o Adobe PS driver on Mac OS X (as No
complementary project) -------------
o Adobe PS5.2 on WinNT4.0 Yes
o Microsoft PScript on W2000 Yes
(localizations available)
--------------------------------------------------------------------------------
Language
o True Adobe PS3 Yes
o PDF 1.3 and previous No Only PDF 1.2
o EPS Yes
o TIFF Yes
o JPEG Yes
o BMP (windows only) Yes
--------------------------------------------------------------------------------
Print quality
o Four levels (fast, normal, best & Yes
super best)
--------------------------------------------------------------------------------
Resolutions Yes
o 300x300 Yes
-------------
o 600x600 No
-------------
o 0000x0000 No
-------------
--------------------------------------------------------------------------------
Data format
-------------
o KCMYcm (6 planes) KCMY
-------------
o Halftoned PCL3GUI 1, 2 or 3 bits contone 8 bpp
per plane -------------
o Compression method #2 No HP compression
--------------------------------------------------------------------------------
Dithering methods
-------------
o Stochastic (LX) diffusion No
-------------
o Error diffusion Yes
o HP provided methods Yes In printer itself
--------------------------------------------------------------------------------
42
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
--------------------------------------------------------------------------------
Throughput (Basic)
-------------
o RTA 10% printing ?
-------------
o Start print 10% printine ?
-------------
--------------------------------------------------------------------------------
Color management
o Pantone certified Yes
-------------
o Pantone CieLAB No
-------------
o Easy Pantone No
o Ink press emulations (SWOP, Yes
Euroscale, Toyo, DIC).
o Capability for user adding new Yes
emulations
o Built-in ICC profiles for Yes
supported medias
o Capability for user adding new Yes
medias (output ICC)
o Color sync compatible Yes
o Internal color calibration device Yes
-------------
o Automatic Black Replacement No
-------------
--------------------------------------------------------------------------------
Print management
-------------
o Media tray selection No
-------------
o Media type selection Yes
o Media size selection Yes
-------------
o Render while print option PC only
-------------
o Multiple copies Yes
--------------------------------------------------------------------------------
Drag and drop Yes
--------------------------------------------------------------------------------
Queuing
o queue status Yes
o cancel current job Yes
o cancel queued job Yes
-------------------- -------------
o list of printed jobs No 2nd priority
-------------------- -------------
o reprint ripped jobs No 2nd priority
-------------------- -------------
--------------------------------------------------------------------------------
Layout management
o Portrait and landscape Yes
o resizing and scaling by percent Yes
o Fit to page Yes
o Grayscale Yes
o Mirror Yes
o Custom page size Yes
-------------
o Automatic duplex No
-------------
o Preview Yes
-------------
--------------------------------------------------------------------------------
43
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
Open issues to close next
This is the list of open issues that should be defined in more detail in next
specification versions:
o Languages to support/test with English version: Portuguese,...
o Installation password to control licensing on all localizations, or only
in the Japanese version?
o Complete GUI description document with: installation and tool links
o List of media sizes
o Fonts bundle for Korea/China/Taiwan
o Proofing medias: name and description
o Pantone certification integration date
o Definition of upgrade of SW RIP from first Eiffel version to the next one
o Use laserwriter PS driver instead of the Adobe PS one
Pending features for next releases
The above requirements should be covered in the first version of the Eiffel GA
SW RIP product, but in the close future we should get new versions that can
cover some additional features:
o MAC OS X
o Remote proofing support:
o JDF or similar parser for PDF files
o On-line HP WEB registration
o Launching of tools for proofing
o ...
o WEB like GUI
o D size: roll media, cut media after print,...
o New medias support
o Printer status reporting
It's important that, when we make decisions about the first implementation of
the SW RIP we should take into account the future features to implement. HP will
provide more detail about those new versions in a separate document.
44
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
ANNEX B
PRICING
1. LICENSE FEE (BASIC)
The per-unit license fee for the Program shall depend on the number of copies
distributed by HP during the term of this Agreement, as detailed below:
HP Product units Fee per unit
------------------------------------------------------
0-40,000 [Information redacted]##
------------------------------------------------------
40,000 and higher [Information redacted]##
------------------------------------------------------
2. LICENSE FEE (WORKGROUP B AND C)
The per-unit license fee for the Program shall depend on the number of copies
distributed by HP during the term of this Agreement, as detailed below:
Workgroup B
-------------------------------------------------------
HP Product units Fee per unit
-------------------------------------------------------
0-40,000 [Information redacted]##
-------------------------------------------------------
40,000 and higher [Information redacted]##
-------------------------------------------------------
WorkGroup C
-------------------------------------------------
HP Product units Fee per unit
-------------------------------------------------
0-40,000 [Information redacted]##
-------------------------------------------------
40,000 and higher [Information redacted]##
-------------------------------------------------
2. NON-RECURRING ENGINEERING (NRE) CHARGES
NRE charges agreed by the parties amount [information redacted]## which shall be
paid by HP to S-A, according to the following deliverables schedule (prior
reception by HP of the appropriate invoice):
o [Information redacted]## within 30 days upon signature of this Agreement.
o [Information redacted]## within 30 days of the delivery of Alpha software.
o [Information redacted]## within 30 days of the delivery of the World Wide
Gold Master.
-------------------
## The information contained in this portion of the agreement has been omitted
and filed separately with the Securities and Exchange Commission pursuant to a
request for confidential treatment.
45
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
3. ROYALTY CALCULATION
Royalty fees will be calculated on a quarterly basis based on number of HP
Products shipped by HP during each HP fiscal quarter. HP will provide S-A a
quarterly royalty report listing total units sold broken out by Japan and the
rest of the territory and royalty due.
At the end of the first year of sales, an accounting will be prepared to verify
the attainment of the minimum royalties agreed under this Agreement.
4. LICENCE FEE PAYMENT
All royalties due in accordance with the term of this Agreement shall be paid in
US Dollars within 30 days after the end of the HP fiscal quarter, prior
reception of the appropriate invoice by HP.
S-A shall send its invoices at the following address:
Hewlett-Packard Company
Attn. Xxxxx Xxxxxxx 15AC
X.X. Xxx 00000
Xxxx Xxxx, Xxxxxxxxxx 00000
X.X.X.
46
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
ANNEX C
HP SOFTWARE LICENSE BASIC:
ATTENTION: Use of the Software is subject to the HP Software License terms set
forth (below).
Using the software indicates your acceptance of these license terms.
If you do not accept these license terms, you must return the
product for a full refund.
If the Software is supplied with another product, you may return the
entire unused product for a full refund.
HP Software Product License Agreement (HP DesignJet printer software)
1. The license is granted in return for purchase of the associated HP
DesignJet printer or payment of the appropriate fee as specified by
HP.
2. A nonexclusive license is granted to use the Software solely for
user's own internal business purposes on a single computer connected
to the single HP DesignJet printer purchased with this Software.
3. This license binds the customer who opens this Software package and
any transferee authorized pursuant to section 8 below. For purposes
of this License:
a) The term "user" means such customer and any authorized transferee;
and
b) The term "use" means storing, loading, installing, executing, or
displaying the Software.
4. The Software may not be duplicated or copied except for purposes of
installing and using it according to the terms of this License, or
for archival, backup, error identification, or replacement of
defective media. All copies of the Software must bear the copyright
and other proprietary notices on or in the original media as well as
any restricted rights legends on or in the original media.
5. This License does not include the right to updates, upgrades, or
other enhancements. However, this License does apply to any update,
upgrade, or other enhancement provided by HP. HP reserves the right
to require an additional license and fee for use of the Software on
any upgraded computer, processor or controller.
6. This license confers no title or ownership in the Software, and
confers no rights whatsoever in any associated source code or in any
other intellectual property of HP or its third party supplier(s).
This License is not a sale of any rights in the Software.
7. The Software may not be disassembled, decompiled, decrypted, or
reverse engineered unless HP's prior written consent is either
obtained or not required by law. In some jurisdictions, HP's consent
may not he required for disassembly or decompilation. Upon request,
the user will provide HP with reasonably detailed information
regarding any disassembly, decompilation, decryption, or reverse
engineering.
8. This License is transferable subject to HP's prior written consent
and payment to HP of any applicable transfer fee(s), and subject to
the transferee's agreement in writing to the terms and conditions of
this License. Upon any such transfer, the transferor will
immediately deliver all copies of the Software to the authorized
transferee, and the transferor's
47
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
rights under this License will automatically terminate. This License
is also binding on any involuntary transferee.
9. Any third party supplier of the Software may protect its rights in
the Software against violations of this License, including any
infringement of the third party supplier's copyright(s).
10. HP may terminate this License upon notice to the user for failure to
comply with this License. Immediately upon the termination of the
License, the user will destroy or return to the License, the user
will destroy or return to HP all copies of the Software, including
all copies from any adaptation into which such copies are merged
(except for individual pieces of user data in a related database).
11. If the Software is licensed for use by the U.S. government, the user
agrees that the Software has been developed entirely at private
expense and is delivered as "Commercial Computer Software" as
defined in DFARS 252.227-7013 or as "Restricted Computer Software"
as defined in DFAR 52.227-19, as appropriate.
12. User may not export or re-export the Software or any copy or
adaptation in violation of any applications or regulations.
Note: Adobe is a registered Trademark of Adobe Corporation. All other
trademarks that appear in this document are hereby acknowledged.
48
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
HP SOFTWARE LICENSE WORKGROUP:
ATTENTION:
Use of the Software is subject to the HP Software License terms set forth
(below).
Using the software indicates your acceptance of these license terms. If you do
not accept these license terms, you must return the product for a full refund.
If the Software is supplied with another product, you may return the entire
unused product for a full refund.
HP Software Product License Agreement (HP DesignJet printer software)
1. The license is granted in return for purchase of the associated HP
DesignJet printer or payment of the appropriate fee as specified by HP.
2. A nonexclusive license is granted to for each associate HP DesignJet
printer to use the software solely for: one full-featured server
installation and use, and unlimited number of users installation and use.
3. This license binds the customer who opens this Software package and any
transferee authorized pursuant to section 8 below. For purposes of this
License:
a) The term "user" means such customer and any authorized transferee;
and
b) The term "use" means storing, loading, installing, executing, or
displaying the Software.
4. The Software may not be duplicated or copied except for purposes of
installing and using it according to the terms of this License, or for
archival, backup, error identification, or replacement of defective media.
All copies of the Software must bear the copyright and other proprietary
notices on or in the original media as well as any restricted rights
legends on or in the original media.
5. This License does not include the right to updates, upgrades, or other
enhancements. However, this License does apply to any update, upgrade, or
other enhancement provided by HP. HP reserves the right to require an
additional license and fee for use of the Software on any upgraded
computer, processor or controller.
6. This license confers no title or ownership in the Software, and confers no
rights whatsoever in any associated source code or in any other
intellectual property of HP or its third party supplier(s). This License
is not a sale of any rights in the Software.
7. The Software may not be disassembled, decompiled, decrypted, or reverse
engineered unless HP's prior written consent is either obtained or not
required by law. In some jurisdictions, HP's consent may not be required
for disassembly or decompilation. Upon request, the user will provide HP
with reasonably detailed information regarding any disassembly,
decompilation, decryption, or reverse engineering.
8. This License is transferable subject to HP's prior written consent and
payment to HP of any applicable transfer fee(s), and subject to the
transferee's agreement in writing to the terms and conditions of this
49
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT No 12/00
License. Upon any such transfer, the transferor will immediately deliver
all copies of the Software to the authorized transferee, and the
transferor's rights under this License will automatically terminate. This
License is also binding on any involuntary transferee.
9. Any third party supplier of the Software may protect its rights in the
Software against violations of this License, including any infringement of
the third party supplier's copyright(s).
10. HP may terminate this License upon notice to the user for failure to
comply with this License. Immediately upon the termination of the License,
the user will destroy or return to the License, the user will destroy or
return to HP all copies of the Software, including all copies from any
adaptation into which such copies are merged (except for individual pieces
of user data in a related database).
11. If the Software is licensed for use by the U.S. government, the user
agrees that the Software has been developed entirely at private expense
and is delivered as "Commercial Computer Software" as defined in DFARS
252.227-7013 or as "Restricted Computer Software" as defined in DFAR
52.227-19, as appropriate.
12. User may not export or re-export the Software or any copy or adaptation in
violation of any applications or regulations.
Note: Adobe is a registered Trademark of Adobe Corporation. All other trademarks
that appear in this document are hereby acknowledged.
50
OEM SOFTWARE DEVELOPMENT AND LICENSE AGREEMENT Xx 00/00
XXXXX X
XXXXXXX/XXXXXXXXXXXX XXXXXXXX
XX X-X
Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx
Hewlett-Packard Espanola, S.A Scanvec Amiable, Inc.
Xxxx. Xxxxxxx. 000 0 Xxxxxxxxxxxxx Xxxxx, Xxxxx 000
00000 Sant Cugat del Xxxxxx Philadelphia, PA 19109
Spain USA
Tel: 00 00 000 00 00 Tel: ++l-610-521-6300, ext 105
Fax:__________________________ Fax: ++l-610-521-0111
DESIGNATED RECIPIENT FOR NOTICE
HP S-A
Xxxxxx Xxxxxxxxx Xxxxx Xxxxxxxxxx
Hewlett-Packard Espanola, S.A Scanvec Amiable, Inc.
Xxxx. Xxxxxxx. 000 0 Xxxxxxxxxxxxx Xxxxx, Xxxxx 000
00000 Sant Cugat del Xxxxxx Philadelphia, PA 19109
Spain USA
Tel: 00 00 000 00 00 Tel:.xx0-000-000-0000, ext 105
Fax:________________________ Fax:xx0-000-000-0000
51
